UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 5, 2013
CPS TECHNOLOGIES
CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 0-16088 | 04-2832509 |
|
(State or other jurisdiction of incorporation)
|
(Commission File Number) | (IRS Employer Identification No.) |
| 111 South Worcester Street, Norton, Massachusetts | 02766 | |
| (Address of principal executive offices) | (Zip Code) | |
| Registrant’s telephone number, including area code | 508-222-0614 | |
| (Former name or former address, if changed since last report.) | ||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to rule 14d-2(b)
under the
Exchange Act (17CFR 240.14d-2(b))
[ ] Pre-commencement communications
pursuant to Rule 13e-4( c)) under the
Exchange Act (17 CFR 240.13e-4( c)).
Item 2.02 Results of Operations and Financial Condition
On November 5, 2013, the Company issued a press release announcing its financial results for the fiscal quarter ended September 28, 2013. A copy of the press release is attached hereto as Exhibit 99 and is incorporated herein in its entirety by reference.
Cautionary Note Regarding Forward-Looking Statements.
Except for historical information contained in the press release attached as an exhibit hereto, the press release contains forward-looking
statements which involve certain risks and uncertainties that could cause actual results to differ materially from those expressed
or implied by these statements. Please refer to the cautionary note in the press release regarding these forward-looking statements.
Item 9.01 Financial Statements and Exhibits
(d)
|
EXHIBIT NUMBER
|
DESCRIPTION |
| 99 | Press release dated November 5, 2013 of CPS Technologies Corporation announcing its financial results for the fiscal quarter ended September 28, 2013. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| CPS Technologies Corporation (Registrant) | |
| Date: November 6, 2013 | /s/ Grant C. Bennett Grant C. Bennett President and Chief Executive Officer |
EXHIBIT INDEX
|
EXHIBIT NUMBER
|
DESCRIPTION |
| 99 | Press release dated November 5, 2013 of CPS Technologies Corporation announcing its financial results for the fiscal quarter ended September 28, 2013. |
CPS Technologies Corporation
Ralph Norwood, Chief Financial Officer
111 South Worcester Street
Norton, MA 02766
Telephone: (508) 222-0614
Web Site: www.alsic.com
CPS TECHNOLOGIES CORPORATION ANNOUNCES THIRD QUARTER 2013 RESULTS
Norton, Massachusetts, November 5, 2013. CPS Technologies Corporation (OTCQB:CPSH) today announced revenues of $6.0 million and net income of $452 thousand for the quarter ended September 28, 2013. This compares with revenues of $2.7 million and a net loss of $531 thousand for the quarter ended September 29, 2012.
Revenues for the nine months ended September 28, 2013 increased 64% to $16.3 million from $9.9 million for the corresponding period in 2012. Net Income for the nine month period in 2013 totaled $691 thousand, compared with a net loss of $1,438 thousand for the first nine months of 2012.
Grant Bennett, President and CEO, commented, “This is the fourth consecutive quarter that we have achieved increases in revenues, gross margin, operating profit and net income while also generating positive cash flow. The percentage increases in revenues were well into the double digits for all major product lines for both the quarter and nine months versus 2012. While our business is and will continue to be volatile quarter to quarter, it is clear that demand for our products has returned to levels prior to the Eurozone crisis which significantly depressed our 2012 revenues. When demand declined in 2012 we retained professional staff and continued production line improvements; as a result our margins are higher today than prior to the crisis.”
Mr. Bennett continued, “Our strategy is rooted in the belief that there are numerous opportunities for growth in metal matrix composites, the class of materials in which we are the world-wide market leader. While we continue to strengthen our strong relationships with customers in the traction and automotive sectors, we are also expanding our sales and marketing efforts in Japan where we see substantial opportunities with large electronic companies. In addition we are allocating increased resources to address new opportunities where our technology offers a compelling advantage such as the military and the oil and gas areas.”
The Company announced last week that it will hold its quarterly investor conference call on November 5, 2013 at 4:30 P.M. (Eastern). Grant Bennett, President and Chief Executive Officer, and Ralph Norwood, Chief Financial Officer, will discuss the Company’s financial results for the three months ended September 28, 2013.
Those interested in participating in the conference call should dial:
1-855-863-0441
Conference ID: 95646946
About CPS
CPS Technologies Corporation is a global leader in producing metal-matrix composite components used to improve the reliability
and performance of various electrical systems. CPS products are used in motor controllers for hybrid and electric vehicles, high-speed
trains, subway cars and wind turbines. They are also used as heatspreaders in internet switches, routers and high-performance microprocessors.
CPS also develops and produces metal-matrix composite armor.
Safe Harbor
Statements made in this document that are not historical facts or which apply prospectively, including those relating to 2012
financial results, are forward-looking statements that involve risks and uncertainties. These forward-looking statements are identified
by the use of terms and phrases such as "will," "intends," "believes," "expects," "plans,"
"anticipates" and similar expressions. Investors should not rely on forward looking statements because they are subject
to a variety of risks and uncertainties and other factors that could cause actual results to differ materially from the company's
expectation. Additional information concerning risk factors is contained from time to time in the company's SEC filings, including
its Annual Report on Form 10-K and other periodic reports filed with the SEC. Forward-looking statements contained in this press
release speak only as of the date of this release. Subsequent events or circumstances occurring after such date may render these
statements incomplete or out of date. The company expressly disclaims any obligation to update the information contained in this
release.
| CPS TECHNOLOGIES CORPORATION | ||||||||||||||||
| STATEMENT OF OPERATIONS (Unaudited) | ||||||||||||||||
| ---Quarter Ended--- | -- Nine Months Ended-- | |||||||||||||||
| Sept. 28, | Sept. 29, | Sept. 28, | Sept. 29, | |||||||||||||
| 2013 | 2012 | 2013 | 2012 | |||||||||||||
| Total Revenues | $ | 5,974,489 | $ | 2,744,181 | $ | 16,306,109 | $ | 9,927,222 | ||||||||
| Cost of Sales | 4,256,337 | 2,980,288 | 12,310,222 | 10,004,190 | ||||||||||||
| Gross Margin | 1,718,152 | (236,107 | ) | 3,995,887 | (76,968 | ) | ||||||||||
| Operating Expenses | 1,059,033 | 641,046 | 2,967,066 | 2,294,778 | ||||||||||||
| Operating income (loss) | 659,119 | (877,153 | ) | 1,028,821 | (2,371,746 | ) | ||||||||||
| Interest expense, net | (3,603 | ) | (4,792 | ) | (26,473 | ) | (16,258 | ) | ||||||||
| Income (loss) before income taxes | 655,516 | (881,945 | ) | 1,002,348 | (2,388,004 | ) | ||||||||||
| Income tax expense (benefit) | 204,000 | (351,000 | ) | 311,720 | (950,000 | ) | ||||||||||
| Net income (loss) | 451,516 | (530,945 | ) | 690,628 | (1,438,004 | ) | ||||||||||
| Net income (loss) per diluted share | $ | 0.03 | ($ | 0.04 | ) | $ | 0.05 | ($ | 0.11 | ) | ||||||
| Shares outstanding, diluted | 13,522,495 | 12,871,659 | 13,242,069 | 12,868,934 | ||||||||||||
| CPS TECHNOLOGIES CORPORATION | ||||||||
| BALANCE SHEET (Unaudited) | ||||||||
| Sept. 28, | Dec., | |||||||
| 2013 | 2012 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 595,753 | $ | 306,854 | ||||
| Accounts receivable-trade, net | 4,223,095 | 2,876,149 | ||||||
| Inventories, net | 2,048,860 | 2,457,315 | ||||||
| Prepaid expenses | 173,368 | 140,723 | ||||||
| Deferred taxes, current | 160,378 | 354,825 | ||||||
| Total current assets | 7,201,454 | 6,135,866 | ||||||
| Property and equipment, net | 1,846,705 | 1,781,220 | ||||||
| Deferred taxes, non-current | 2,432,148 | 2,432,148 | ||||||
| Total assets | $ | 11,480,307 | $ | 10,349,234 | ||||
| Liabilities and Equity | ||||||||
| Current liabilities: | ||||||||
| Line of Credit | $ | — | $ | 500,000 | ||||
| Equipment lease line of credit | 163,155 | — | ||||||
| Accounts payable | 1,537,597 | 1,179,313 | ||||||
| Accrued expenses | 1,160,693 | 938,043 | ||||||
| Capital leases, current | 82,555 | 123,366 | ||||||
| Total current liabilities | 2,944,000 | 2,740,722 | ||||||
| Capital leases, non-current | 14,117 | 76,372 | ||||||
| Total liabilities | 2,958,117 | 2,817,094 | ||||||
| Stockholders' equity | 8,522,190 | 7,532,140 | ||||||
| Total liabilities and stockholders' equity | $ | 11,480,307 | $ | 10,349,234 | ||||